<PAGE>
UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the quarter ended June 30, 1999
ALLEGHENY ENERGY, INC.
(Name of registered holding company)
10435 Downsville Pike, Hagerstown, Maryland 21740-1766
(Address of principal executive offices)
Inquiries concerning this Form U-9C-3 should be directed to:
Thomas J. Kloc
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
(301) 665-2711
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ITEM 1 - ORGANIZATION CHART
<TABLE>
<CAPTION>
Name Energy Date of State Percentage
of Reporting gas-related Organization Of of Voting
Company Company Organization Securities Held
<S> <C> <C> <C> <C>
Allegheny Energy, Inc. (1)
AYP Capital, Inc. (2)
Allegheny Energy (3) July 23, 1997 Delaware 100
Solutions, Inc.
</TABLE>
Nature of Business:
(1) Allegheny Energy, Inc. holds
directly all of the outstanding
securities in AYP Capital, Inc.
(2) AYP Capital, Inc. holds directly
all of the outstanding securities in
Allegheny Energy Solutions, Inc.
(3) Allegheny Energy Solutions, Inc.
marketed electric power generation
within the scope of the Pennsylvania
retail customer choice pilot program.
Allegheny Energy Solutions, Inc. also
offered products and services,
complementing energy sales, to meet the
needs of both business and residential
customers. Allegheny Energy Solutions,
Inc. ceased operations as an
electric generation supplier and
discontinued supplying generation
services with the January 1999 customer
meter reading dates.
NOTE: Allegheny Energy Solutions, Inc. (Solutions)
and Duquesne Energy Partners, Inc. (DEP) signed
an Operating Agreement on November 18, 1997 to
form a limited liability corporation, Allegheny
Energy Solutions, LLC (LLC). LLC was incorporated
in 1998. Solutions and DEP each hold a 50%
interest in LLC. At the time LLC was formed, it
was anticipated that LLC would market power under
the Pennsylvania retail customers choice pilot
program and provide other complementary energy
services. An application was made to the
Pennsylvania Public Utility Commission to transfer
Solutions' license to market power under the
Pennsylvania retail customer choice pilot program
to LLC. However, an order was never issued.
<PAGE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Company Company Amount
Contributing Receiving Of Capital
Capital Capital Contribution
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AYP Capital, Inc. Allegheny Energy Solutions, Inc. $ 1,000 100 Shares of Common Stock
AYP Capital, Inc. Allegheny Energy Solutions, Inc. $ 5,342,620 Capital Contributions
</TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions performed by reporting companies on behalf of
associate companies
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs Of Amount
Services Services Rendered Charged Charged Capital Billed
No services have been provided by the reporting
company to associate companies to date.
Part II - Transactions performed by associate companies on
behalf of reporting companies
Associate Reporting
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs Of Amount
Services Services Rendered Charged Charged Capital Billed
Allegheny Allegheny Technical $ 35,846 $26,013 - $ 61,859
Power Energy support;
Service Solutions, planning &
Corporation Inc. implementation
of financial
programs;
counsel on
corporate,
legal and
regulatory
matters;
general and
administrative
services
<PAGE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related
companies:
Total consolidated June $4,183,829,000 line 1
capitalization as of 30, 1999
Total capitalization multiplied by 15%
(line 1 multiplied by 0.15) $ 627,574,350 line 2
Greater of $50 million or line 2 $ 627,574,350 line 3
Total current aggregate investment:
(categorized by major line of
energy-related business)
Allegheny Energy Solutions, Inc. $ 1,860,895
Total current aggregate
investment $ 1,860,895 line 4
Difference between the greater of $50 million or
15% of capitalization and the total
aggregate investment of the registered holding
company system
(line 3 less line 4) $625,713,455 line 5
Investments in gas-related companies:
None
ITEM 5 - OTHER INVESTMENTS
Major Line Other Other
of Energy- Investment Investment Reason for Difference
Related in Last in This in Other Investment
Business U-9C-3 Report U-9C-3 Report
None
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
Allegheny Energy Solutions, Inc. Statement of Income
for the Quarter and Year-to-date ended June 30, 1999.
Allegheny Energy Solutions, Inc. Balance Sheet as of
June 30, 1999.
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Signature
Pursuant to the requirements of the Public Utilities
Holding Company Act of 1935, Allegheny Energy, Inc. has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLEGHENY ENERGY, INC.
/s/ Thomas J. Kloc
Thomas J. Kloc
(Chief Accounting Officer)
August 27, 1999
<PAGE>
ALLEGHENY ENERGY SOLUTIONS, INC.
STATEMENT OF INCOME
FOR THE PERIOD ENDED JUNE 30, 1999
Three Months EndYear To Date Ended
June 30, 1999 June 30, 1999
OPERATING REVENUES: ($26) $3,013,109
Residential 20 (81,368)
Commercial 0 (1,480,199)
Industrial 0 3
Wholesale and Other (6) 1,451,545
Total Operating Revenues
OPERATING EXPENSES:
Power costs:
Purchased Power (101,973) 1,247,941
Customer Accounting & Services 54,126 253,058
Administrative & General 75,326 246,480
Total Operation & Maintenance 27,480 1,747,480
Depreciation
Taxes other than income taxes 10 64,600
Federal and state income taxes (7,993) (77,394)
Total Operating Expenses 19,497 1,734,686
Operating Income (19,503) (283,141)
Other Income, Net 1,871 9,881
Interest Charges 8,870 28,169
Net Income ($26,503) ($301,430)
Unaudited
<PAGE>
ALLEGHENY ENERGY SOLUTIONS, INC.
BALANCE SHEET
As of June 30, 1999
Assets
Property, Plant and Equipment:
At Original Cost $0
Current assets:
Cash 221,019
Accounts Receivable:
Electric Service 6,573
Other 2,093,696
Allowance for Uncollectibles (23,193)
Accounts Receivable - Affiliates 25,081
Prepaid Taxes 78,824
2,402,000
Deferred charges:
Other 29,859
Total Assets $2,431,859
Capitalization and Liabilities
Capitalization:
Common stock $1,000
Other paid-in capital 5,342,620
Retained earnings (3,482,725)
1,860,895
Current liabilities:
Short - Term Debt 0
Accounts payable - Affiliated 19,112
Accounts payable - Other (37)
Taxes accrued:
Other 148,960
Other 31,652
199,687
Deferred credit and liabilities
Other 371,277
Total Capitalization and Liabilities $2,431,859
Unaudited
